Unaudited Pro Forma Condensed Combined Balance Sheet
June 30, 1996
The following unaudited pro forma condensed combined
financial statements combine the historical assets, liabilities, equity
accounts, and operating results of CEEE Group Corporation and Atlantic
International Capital, Ltd. pursuant to the terms of an Exchange of Stock
Agreement and Plan of Reorganization dated July 16, 1996 (Note A). The
combination has been accounted for as a reverse acquisition. The pro forma
financial statements assume that the resultant combination has been continuously
effective from January 1,1995. They should be read in conjunction with the
related Notes to Unaudited Pro Forma Financial Statements included herein.
Historical
Historical Atlantic
CEEE Group International Pro Forma Pro Forma
CORPORATION CAPITAL, LTD. ADJUSTMENTS COMBINED
-------- --------- --------- ---------
(Note B)
Assets
Current assets:
Cash $ - $ 210,189 $ $ 210,189
Accounts receivable - 48,500 48,500
Due from affiliated company - 42,096 42,096
Other - 13,998 13,998
-------- --------- ---------
Total current assets - 314,783 314,783
Property assets, at cost, less accumulated
depreciation and amortization - 46,088 46,088
Other assets - 12,621 12,621
-------- --------- ---------
Total assets $ - $ 373,492 $ 373,492
======== ========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 5,294 $ 18,049 $ 23,343
Income taxes payable - 91,900 (2) (5,200) 86,700
Loan payable - stockholders - 38,303 38,303
-------- --------- ---------
Total current liabilities 5,294 148,252 148,346
Stockholders' equity:
Common stock, par value $.001; authorized -
10,000,000 shares (historical)
and 110,000,000 (pro forma);
issued and outstanding - 1,500,033 shares
(historical) and
26,683,792 shares (pro forma) 1,500 - (1) 25,184 26,684
Common stock, par value $1; authorized, issued and
outstanding - 100 shares - 100 (1) (100) -
Additional paid-in capital 484,392 27,491 (1) (25,084) 486,799
Retained earnings - 229,137 (2) 5,200 234,337
Deficit accumulated during the development stage (491,186) - (491,186)
--------- --------- ---------
(5,294) 256,728 - 256,634
Subscriptions receivable - (31,488) - (31,488)
--------- --------- ---------
Total stockholders' equity (5,294) 225,240 225,146
--------- --------- ---------
Total liabilities and stockholders' equity $ - $ 373,492 - $ 373,492
========= ========= =========
F-11
Unaudited Pro Forma Condensed Combined
Statement Of Income
FOR THE YEAR ENDED DECEMBER 31, 1995
Historical
Historical Atlantic
CEEE Group International Pro Forma Pro Forma
Corporation Capital, Ltd. Adjustments Combined
-------- -------- --------- ---------
(Note B)
Consulting fee income $ - $702,307 $ 702,307
Costs and expenses 7,150 452,968 460,118
-------- -------- ---------
Income (loss) before provision
for income taxes (7,150) 249,339 242,189
Provision for income taxes - 90,500 (2)$ (2,800) 87,700
-------- -------- ---------
Net income (loss) $ (7,150) $158,839 $ 154,489
======== ======== ==========
Net income (loss) per
common share - Note C $ (.01) $ .02
========= =========
Weighted average number
of common shares
outstanding - Note C 500,011 8,055,139
======== =========
FOR THE SIX MONTHS ENDED JUNE 30, 1996
Consulting fee income $ - $316,306 $ 316,306
Costs and expenses 6,167 232,858 239,025
-------- -------- ----------
Operating income (loss) (6,167) 83,448 77,281
Other income - gain on sale
of investment securities - 10,250 10,250
-------- -------- ----------
Income (loss) before provision
for income taxes (6,167) 93,698 87,531
Provision for income taxes - 23,400 (2)$ (2,400) 21,000
-------- -------- ----------
Net income (loss) $ (6,167) $ 70,298 $ 66,531
======== ======== ==========
Net income (loss) per
common share - Note C $ (.01) $ .01
========= ==========
Weighted average number
of common shares
outstanding - Note C 500,011 8,306,976
======== ==========
F-12
Notes To Unaudited Pro Forma
Condensed Combined Financial Statements
Note A - THE TRANSACTION
On July 16, 1996, CEEE Group Corporation and Atlantic
International Capital, Ltd. entered into an Exchange of Stock and Plan of
Reorganization whereby Atlantic's stockholders exchanged all of its outstanding
common shares for an aggregate 25,183,759 CEEE common shares, par value $.001,
of which 7,000,000 shares were immediately issuable and the balance of
18,183,759 shares are to be issued upon completion of a recapitalization
increasing CEEE's authorized capital to 110 million shares. Thereafter, CEEE
will effect a reverse stock split whereby one new share will be issued for each
3 shares previously outstanding. The combination will be accounted for as a
reverse acquisition, and the combined entity will operate under the name
Atlantic International Entertainment, Ltd.
CEEE has conducted only limited operations prior to 1984, and
has been substantially inactive since that time. It considers itself to be a
development stage company as defined in Statement of Financial Accounting
Standards No. 7.
Note B - PRO FORMA ADJUSTMENTS
The pro forma adjustments are summarized as follows:
(1) To record the issuance of an aggregate 25,183,759 common
shares, par value $.001, by CEEE Group Corporation in exchange for 100 issued
and outstanding common shares, par value $1, of Atlantic International Capital,
Ltd.
(2) To reflect the tax savings attributable to the full
utilization of a net operating loss carryforward of approximately $10,000
available to CEEE Group Corporation as of December 31, 1995, and the tax savings
which would have accrued to the combined companies for the six months ended June
30, 1996.
Note C - PER SHARE DATA
Historical per share data for CEEE Group Corporation are based
on the weighted average number of common shares outstanding during the
respective periods, retroactively adjusted to reflect a reverse 1-for-3 stock
split. Pro forma per share data are based on the historical weighted average
number of CEEE common shares outstanding, retroactively adjusted to reflect (i)
the issuance of an aggregate 25,183,759 CEEE common shares in exchange for all
outstanding common shares of Atlantic International Capital, Ltd. in a
combination accounted for as a reverse acquisition, and (ii) a reverse 1-for-3
stock split.
F-13